NTCL 6-K: Secondary offering

NetClass Technology Inc

Filed with the SEC on · accession 0001104659-26-123964

NTCL filed a 6-K (foreign company report) with the SEC on Nov 6, 2026. NetClass Technology Inc entered into a securities purchase agreement to issue 675,000 Class A ordinary shares at $0.40 per share, pre-funded warrants for up to 2,325,000 shares, and 3,000,000 allocation rights for additional shares/warrants, raising approximately $1.2 million in gross proceeds. The stock moved -25.3% by the first close after the filing.

Summary of the filing

NetClass Technology Inc entered into a securities purchase agreement to issue 675,000 Class A ordinary shares at $0.40 per share, pre-funded warrants for up to 2,325,000 shares, and 3,000,000 allocation rights for additional shares/warrants, raising approximately $1.2 million in gross proceeds. The offering closed on November 6, 2026, with Univest Securities, LLC acting as exclusive placement agent.

Key details

Gross proceeds from offering$1.2M
Purchase price per Class A Ordinary Share$0
Purchase price per Pre-Funded Warrant$0
Exercise price per Pre-Funded Warrant$0
Placement agent fee percentage$7
Maximum reimbursement for placement agent expenses$60K
IssuerNetClass Technology Inc
Placement agentUnivest Securities, LLC

How NTCL stock reacted

Close before

$0.32

Nov 5, 2026

First close after

-25.34%

$0.24

5 trading days

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Since filing

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Frequently asked questions

What did NTCL file with the SEC on Nov 6, 2026?

NTCL filed a 6-K (Secondary offering). NetClass Technology Inc entered into a securities purchase agreement to issue 675,000 Class A ordinary shares at $0.40 per share, pre-funded warrants for up to 2,325,000 shares, and 3,000,000 allocation rights for additional shares/warrants, raising approximately $1.2 million in gross proceeds. The offering closed on November 6, 2026, with Univest Securities, LLC acting as exclusive placement agent.

What does a secondary offering mean for NTCL stock?

New shares dilute existing holders and are often sold at a discount to the market price.

How do I read a 6-K?

How foreign companies listed in the US report news and events — like an 8-K for them. Look at the exhibit names: "results", "resign", "notice" tell you the topic. Many 6-Ks are routine (meeting notices); results and leadership changes matter most.

Why are SEC filings important?

Public companies must tell the SEC about anything that can change their value — results, leadership changes, big deals, new shares, bankruptcy. Filings are the official source, often before the news. A 6-K (foreign company report): How foreign companies listed in the US report news and events — like an 8-K for them.

How did NTCL stock react to this filing?

NTCL closed at $0.32 before the filing and $0.24 on Nov 6, 2026 (-25.34%).

Other NTCL SEC filings

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